or willful misconduct; (2) any representation or warranty by such Indemnitee in the Operative Agreements being incorrect; (3) the failure by such Indemnitee to perform or observe in any material respect any agreement, covenant or condition in any of the Operative Agreements, including, without limitation, the creation or existence of a Lessor's Lien; (4) in the case of any Indemnitee a disposition (whether voluntary or involuntary) by such Indemnitee of all or any party of its interest in the Airframe or any Engine or in the case of any Indemnitee a disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Agreements other than during the continuance or as a result of a Default or an Event of Default; and (5) any Taxes or loss of tax benefit or increase in tax liability, whether or not Lessee is required to indemnify for such Taxes pursuant to Section 10(a) hereof (it being understood that Section